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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 17, 2025
NOVAVAX, INC.
(Exact name of registrant as specified
in charter)
| Delaware |
|
0-26770 |
|
22-2816046 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
700 Quince Orchard Road
Gaithersburg, Maryland 20878
(Address of Principal Executive Offices,
including Zip Code)
(240) 268-2000
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, Par Value $0.01 per share |
|
NVAX |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On
October 17, 2025, Novavax, Inc. (the “Company”) entered into an assignment of the
Company’s 700 Quince Orchard Road, Gaithersburg, MD facility with AstraZeneca Pharmaceuticals LP (“AstraZeneca”).
The effect of this agreement is to assign the lease agreement for the Company’s 700 Quince Orchard Road facility and, along
with the Parcel Purchase and Asset Purchase Agreement described below, will result in an aggregate of $59.8 million payable by
AstraZeneca to the Company. An initial payment of $20.0 million, associated with the Parcel Purchase, will occur in the fourth
quarter of 2025 and the remaining approximately $39.8 million, will occur in the first quarter of 2026. The Company has moved
its corporate headquarters from 700 Quince Orchard Road to 21 Firstfield Road, Gaithersburg MD. The Company concluded that it also
expects to recognize a non-cash impairment charge in the third quarter of 2025 of between $96 million and $98 million as a result
of the transactions described below. As such, the Company does not expect the foregoing impairment charge to result in
current or future cash expenditures.
Assignment and Assumption Agreement
On October
17, 2025, Novavax, Inc. (the “Company”) entered into an Assignment and Assumption of Lease Agreement (the
“Assignment and Assumption Agreement”) with AstraZeneca, pursuant to which the Company agreed to assign to AstraZeneca all
of the Company’s right, title, and interest as “Tenant” under that certain Lease Agreement, dated as of October 22,
2020, as amended (the “Lease”), with ARE —Maryland No. 51, LLC, an affiliate of Alexandria Real Estate
Equities, Inc., (the “Landlord”), covering approximately 171,239 rentable square feet of premises located at 700 Quince Orchard
Road, Gaithersburg, Maryland (the “Premises”) with a term through December 2036. The effectiveness of the Assignment and Assumption
Agreement is subject to the written consent of the Landlord and the execution of an Amended and Restated Lease between Landlord and AstraZeneca,
both to be effective as of January 5, 2026 (the “Assignment and Assumption Effective Date”).
Pursuant to the Assignment and Assumption Agreement, the Company will
assign and AstraZeneca will assume all rights, liabilities and obligations of the “Tenant” under the Lease accruing from and
after the Assignment and Assumption Effective Date through December 31, 2036. The Company will pay the base rent due for the period from
January 5, 2026 through June 30, 2026 and AstraZeneca will not be responsible for base rent during this period.
In consideration for the Assignment and Assumption Agreement, AstraZeneca
will pay the Company an assignment fee of $15.0 million, due upon full execution of the Landlord’s consent and to be paid promptly
after the Assignment and Assumption Effective Date, which, together with the purchase price amounts under each of the Parcel Purchase
Agreement and the Asset Purchase Agreement (described below), will result in an aggregate of $59.8 million payable by AstraZeneca to the
Company.
The Assignment
and Assumption Agreement contains customary representations and warranties, including that the Lease is in full force and effect and that
there are no existing defaults. The Assignment and Assumption Agreement also includes customary provisions regarding notices, authority,
broker commissions , and other terms.
The foregoing description of the Assignment and Assumption Agreement
does not purport to be complete and is qualified in its entirety by reference to the Assignment and Assumption Agreement, a copy of which
is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 2.06 Material Impairments.
The
Company expects to record total non-cash charges of between $125 million and $127 million in the third quarter of 2025. As a result
of the transactions with AstraZeneca described elsewhere in this Current Report on Form 8-K, on October 17, 2025, the Company
concluded that it expects to recognize an estimated non-cash impairment charge of between $96 million and $98 million in the
third quarter of 2025, which includes the write off of the right-of-use asset, property and equipment, and intangibles, partially
offset by a gain recognized on the sale of adjacent land under the Parcel Agreement. As such, the Company does not expect the
foregoing impairment charge to result in current or future cash expenditures. In addition, the Company expects to
recognize a non-cash charge of $29 million during the third quarter of 2025 associated with the extinguishment of the 5.00%
Convertible Senior Notes due 2027 and announced on August 27, 2025.
Item 8.01. Other Events.
Parcel Purchase Agreement
In connection
with the Company’s entry into the Assignment and Assumption Agreement, on October 17, 2025, 14 Firstfield Holdings, LLC (“14
Firstfield Holdings”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Contract (the "Parcel Purchase
Agreement") with AstraZeneca for the sale of approximately 9.7 acres of land located in Gaithersburg, Maryland (the “Property”).
The Property consists of two parcels as further described in the Purchase Agreement.
Pursuant to the terms of the Parcel Purchase Agreement, the aggregate
purchase price for the Property is $20.0 million subject to customary closing adjustments. The Company expects to close the sale of 14
Firstfield Holdings during the fourth quarter of 2025.
Asset Purchase Agreement
Also on October 17, 2025, the Company
entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with AstraZeneca for the sale of certain equipment,
warranties, licenses, permits, and related assets (the “Purchased Assets”) located at the Premises. The Purchased Assets
are specified in the Asset Purchase Agreement, and include certain equipment and furniture located on the Premises, as well as assignable
licenses and permits in the Company’s possession or reasonable control.
Pursuant to the terms of the Asset Purchase Agreement, the aggregate
purchase price for the Purchased Assets is $24.8 million subject to customary adjustments. AstraZeneca is required to deliver a deposit
of $4.0 million upon execution of the Asset Purchase Agreement, to be held in escrow. The remainder of the purchase price is payable by
AstraZeneca on the closing date, which is expected to occur on or before January 5, 2026. The closing of the transaction is conditioned
upon, among other things, the execution of the Assignment and Assumption Agreement for the Premises, and certain representations and warranties.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in the
discussion below and elsewhere in this Current Report about expectations, beliefs, plans, objectives, assumptions, or future events or
performance of the Company are not historical facts and are forward-looking statements. Such forward-looking statements include, without
limitation, statements regarding the expected timing of, and the total anticipated impairment charges associated with, the transactions
described herein. Generally, forward-looking statements can be identified through the use of words or phrases such as “believe,”
“may,” “could,” “will,” “would,” “possible,” “can,” “estimate,”
“continue,” “ongoing,” “consider,” “anticipate,” “intend,” “seek,”
“plan,” “project,” “expect,” “should,” “would,” “aim,” or “assume,”
the negative of these terms, or other comparable terminology, although not all forward-looking statements contain these words.
Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they are based only on Novavax’s current beliefs and expectations about the future of our business,
events and trends, and other future conditions. Forward-looking statements involve estimates, assumptions, risks, and uncertainties that
could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, and, therefore,
you should not place considerable reliance on any such forward-looking statements. Such risks and uncertainties include, without limitation,
challenges or delays in obtaining further regulatory authorization for its COVID-19 vaccine; antigenic drift or shift in the SARS-CoV-2
spike protein, challenges satisfying, alone or together with partners, various safety, efficacy and product characterization requirements,
including those related to process qualification and assay validation, necessary to satisfy applicable regulatory authorities; difficulty
obtaining scarce raw materials and supplies; resource constraints, including human capital and manufacturing capacity, on the ability
of Novavax to pursue planned regulatory pathways; challenges or delays in obtaining regulatory authorization for a JN.1 protein-based
COVID-19 vaccine or for future COVID-19 variant strain changes; challenges or delays in clinical trials; manufacturing, distribution or
export delays or challenges; Novavax’s exclusive dependence on Serum Institute of India Pvt. Ltd. for co-formulation and filling
and the impact of any delays or disruptions in their operations on the delivery of customer orders; and other risks and uncertainties
identified in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed
with the Securities and Exchange Commission (“SEC”) on February 27, 2025, as updated by the information in Part II, Item 1A
“Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which may be further detailed and
modified or updated in other documents we file with the SEC from time to time, and are available at www.sec.gov and at www.novavax.com.
You are encouraged to read these filings as they are made.
Novavax cannot guarantee future results, events, level of activity,
performance, or achievement. Any or all of Novavax’s forward-looking statements in this Current Report on Form 8-K may turn out
to be inaccurate or materially different from actual results. Further, any forward-looking statement speaks only as of the date when it
is made, and Novavax undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by law. New factors emerge from time to time, and it is not possible for Novavax to predict
which factors will arise. In addition, Novavax cannot assess the impact of each factor on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1† |
|
Assignment and Assumption
of Lease, by and between Novavax, Inc. and AstraZeneca Pharmaceuticals LP, dated as of October 17, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL). |
† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees
to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
Novavax, Inc. |
| |
|
|
| Date: October 22, 2025 |
By: |
/s/ Mark J. Casey |
| |
Name: |
Mark J. Casey |
| |
Title: |
Executive Vice President, Chief Legal Officer and Corporate Secretary |
